In a wide-ranging conversation, the legendary documentary filmmaker and writer talks about interviewing killers, war criminals, and some of society’s most fascinating oddballs. Plus, his take on his best movie, his critics, and what he’ll do next.

A Duke zealot recounts the night Michael Jordan’s retired North Carolina jersey was seized. This is Errol Morris’s second of six shorts for ESPN Films, about the heights a few stupid fans were willing to climb to stoke the flames of a storied rivalry.

Losing Yourself All Over Again

Few cities have as rich a cultural and sporting history as Detroit. From the ’80s Pistons to Bob Seger, Eminem to Miguel Cabrera, the Motor City is a rich tapestry of compelling figures, unbelievable moments, and uniquely American ingenuity.

On April 17, ESPN will premiere 30 for 30: Bad Boys, a documentary about those unforgettable Pistons teams. To celebrate, Grantland will devote an entire week, from April 11 through April 18, to the various stories of this wholly original place.

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When 8 Mile hit theaters in the fall of 2002, it was a minor revelation. We hoped it’d be good — we had no idea it’d be that good. Eminem and his unlikely collaborator, director Curtis Hanson — fresh off a whimsical Michael Chabon adaptation, Wonder Boys — loosely approximated a few hard days of Marshall Mathers’s come-up in rough-and-tumble ’90s Detroit. Rendered in muted blues and grays, obsessively authentic, and boldly understated, the result was, quite possibly, the best rap movie ever made.

It was also, in no uncertain terms, a love letter to a scene. The movie culminates in a virtuosic sequence: Scarred, reeling, and increasingly inclined to give no fucks, B-Rabbit wades into the grimy dungeon of the Shelter to do battle with his demons — and the Leaders of the Free World.

Those startling battle rap scenes were faithful re-creations of the actual battles Em came through on his way to the top. The lineage of Detroit battle rap goes, first, through the Rhythm Kitchen, a weekly party hosted by party promoter and clothing designer Maurice Malone at a Chinese restaurant called Stanley’s Mania Cafe. Malone — inspired by the hip-hop parties he gleefully took in during a brief stint living in New York — then opened the Hip Hop Shop, which became the epicenter of Detroit rap. “Every Saturday between 5 p.m. and 7 p.m. we would move all the clothes out and open up the floor and let guys battle,” Malone says. And although re-created on a soundstage in a warehouse for the movie, the Shelter was — and still is — a real place, where real, sweaty battles take place. “That instinct,” Eminem says of his will to battle, “never goes away.”

In the ’90s, we knew what was happening as it was happening in L.A. and NYC hip-hop. It took us a little while to catch on to Detroit. Thankfully, 8 Mile — specifically, its heart-pumping, near-pitch-perfect finale, explored here in full — came along and forever immortalized the city’s grimy scene.

I. Preproduction

Carol Fenelon (executive producer): We went to Detroit three months before we started shooting.

Paul Rosenberg (Eminem’s manager and executive producer): Before we put the camera up to shoot one frame, we took everybody around the city, to all the spots that the story was based on. We went to the basement at [music venue] Saint Andrew’s: the Shelter.

Evan Jones (Cheddar Bob): It was the middle of winter in Detroit. It wasn’t some fresh little setup. We were freezing our balls off and having so much fun.

Omar Benson Miller (Sol George): I can remember it like it was yesterday.

Fenelon: We did the casting out of Detroit. Mali Finn, the casting director, she’d go to the clubs at two and three in the morning, and find people with the look. People who had a certain street credibility and talent.

Jones: When we were shooting, Em was working on the album in his trailer. I remember smoking cigs with Mekhi [Phifer], and we’re freezing but we gotta be there to listen. And he’s doing “Lose Yourself,” and he’s going, “No more Mekhi Phife … ” Mekhi was, like, so happy!

II. Auditions

Miller: We shot that right after New Year’s. It was cold outside in Detroit. And Paul Rosenberg was conducting [audition] battles out and about in the cold.

Rosenberg: I’m pretty sure Ox [who played Lotto, Eminem’s second-round battle competitor] was brought in by Steve Stoute. Strike [who played Lyckety-Splyt, Eminem’s first-round battle competitor] was somebody local who was friends with a lot of people from the same scene, who had that sort of authenticity.

Gerald L. “Strike” Sanders (Lyckety-Splyt): Half of Detroit hip-hop was in line for that role. But they had me in the VIP entrance to go straight in.

Rosenberg: Ultimately the decision was Curtis’s.1 He went through and watched tons of tape and saw people rapping live.

Marvin “MarvWon” O’Neal (local MC; 8 Mile cast member): That was real cool. Everybody knew each other. We had all been in the scene for a moment. It was kind of like watching your best friend graduate from college.

Maurice Malone (proprietor, the Hip Hop Shop): I get a call from the director, I’m thinking this a low-budget movie. I sent him a bunch of clothes, a bunch of footage of the parties. It was called The Untitled Detroit Project at the time. I was like, “Don’t worry about money. Just give me a credit at the end of the movie.”

Strike: It was funny because I was on the run from the feds at that time. When we pulled up to the [auditions], we actually thought it was the feds. At that time I was in the streets, carrying guns. My manager was like, “If they try to arrest you, I’ll shoot in the air, you run!” [Later,] Em done bailed me out on my attempted murder case. Proof went to him to get the money for that.

Malone: At the Hip Hop Shop, probably 90 percent of the time, it was two winners: It was either Em or Proof. When Em battled, Proof wouldn’t, and vice versa: They never went at each other. Proof was really kind of the king of battle rapping back then.

Rosenberg: The character Future is based on Proof, and initially we had hopes that Proof would kill the audition and he would come in and play the part. It wasn’t in the cards.

Scott Silver (screenwriter): Proof was amazing. So helpful throughout the process. I wanted Proof to play Future. But he didn’t show up for the audition.

Rosenberg: [Hanson] wanted someone that had a lot more experience, especially because he had to balance off of Marshall, who had no experience. In hindsight it makes sense, but back then we were bummed.

Jones: Em was always working — he always had his headphones on, sitting in a corner with a notepad. He’s acting for the first time, he’s basically in every single scene, he was raising his daughter, he had relatives in town, he had to do the soundtrack album, he had to constantly come up with lyrics. People ask me what it’s like to work with him. I say, he’s a workaholic.

III. Production

Rosenberg: We worked very hard [on] the authenticity. They’d line up 20 extras and say, “OK, do these people look right? Do they look like the people that’d be watching this battle?”

Fenelon: We wanted the feel of a boxing match, or some kind of underground sporting event. It had a more down-and-dirty look, a more rough warehouse look than the actual Shelter.

Jones: Malik [Barnhardt, who played Free World member Moochie] hated what I was wearing. He took me and we got three Phat Farm jean outfits, matching Timberlands. He wouldn’t go out with me unless I was dressed appropriately. I still have those. I haven’t had the opportunity to wear them as much.

Rosenberg: Period-wise, we had to make sure the wardrobe was right. It was a lot of Mecca, Carhartt, Triple Five Soul, Champion, that type of stuff. Because it was Detroit, it was a lot of Maurice Malone, Hip Hop Shop clothing.

Anthony Mackie (Papa Doc): It was crazy for me because it was my first job. When we started, I didn’t really have no lines. Motherfuckers would be like, “Yo, your character sucks, so we just added this. Do this.” My biggest thing was just trying to be on the same level as Mekhi fucking Phifer.2

Strike: We was joking around on the mic. Having fun. Much respect to Curtis Hanson — he pulled us in the back: “If you guys don’t get this shit right now, I’m gonna remove you out the whole fucking movie.” He straightened us out real quick.

Eugene Byrd (Wink): I was considering [Curtis Hanson] Splinter. He kind of looked like Splinter to me. He would come over, and get this look in his face, and he would stare at you for a minute — when we would get it wrong, we definitely knew. He didn’t mince words.

Fenelon: Curtis assembled an amazing crew. Rodrigo Prieto has become one of the top five cinematographers working today. But at the time, he had not yet even shot a movie in the United States. He’d done Amores Perros, and that’s the kind of kinetic energy and naturalism and realism that Curtis wanted to have in the movie. And Rodrigo shot the movie himself — he was working handheld cameras in the middle of the crowd.

Rosenberg: It was all a hundred percent real. The DJ we cast, DJ Head, that was Em’s DJ at the time. They were passing out Black & Milds and Swishers to the extras to have them smoking. Really, just every detail, we made sure it looked right.

Malone: It was realistic other than the fact that the battles weren’t really at the Shelter. The place to battle was really the Hip Hop Shop.

Craig G (rapper, consultant): The feel of that movie was so authentic. Even down to, when you look at the crowd in the Shelter, there weren’t that many women. [Laughs.] I don’t know about today’s battles, but usually it’s not a very female-oriented genre.

Miz Korona (local MC; Vanessa in the lunch truck scene): A lot of the actors were active on the scene. They didn’t just pluck people from Hollywood and just leave it with that.

Rosenberg: We didn’t do anything in L.A. We shot the whole thing in Detroit. Every scene.

IV. A Real Battle Breaks Out

Miller: They built the set based on the actual place where [Em] and Proof used to do the battles.

Rosenberg: The actual exterior was a facade. People drive around Detroit looking for that building. It doesn’t exist.

Miller: It might as well be real because it was nothing but young, hungry dudes there. Including us.

Byrd: The energy was electric. The DJ was crazy.

Miller: It was hype. People were so excited. Every 10 minutes someone was trying to slide us a demo to slide to Em.

Strike: Everybody there in the crowd was a performer, a rapper, a ex-rapper, a never-could-really-rap-for-real real rapper. You know: “I’m trying to get on but this ain’t working for me.” And that’s all a bad mix. It was animosity in the air a little bit.

Jones: It was tough Detroit. Tough. Detroit.

Byrd: God, it was hot. Packed full of people, smoke machine rolling. Mekhi had his dreads on — I know them things was itching.

Strike: It was times where the crowd would try to heckle Em. And you got people saying, “Why ya’ll n—-s around the white rapper?” I got the mark of stitches on my hand to this day that I had from slapping some dude in the face that said, “Fuck the white boy.” Proof hit him, and he swung, and then I hit him!

At one point during filming, a series of scenes for a planned montage of local rappers “competing” against Eminem were shot. The montage was never used.

Miller: They had, like, a big competition. They told them the nicest rapper can rap against Em, blah blah blah.

Byrd: Em was sick. His voice was getting raw. You had to battle people for the montage. But Em wasn’t supposed to talk because his voice was raw.

Miller: It was a trip. We had a monster New Year’s Eve party, and Em’s voice was messed up. Everyone was under the weather. He wasn’t supposed to be using his voice.

Byrd: Em was complying for the most part. But some dude spit something and the crowd actually liked it.

MarvWon: I was one of the people that was selected. And I had a verse that wasn’t specifically for him, but, you know what I’m saying, it fit. And, uh, he didn’t take too kind to the reaction that I got.

Jones: He was just supposed to be mumbling stuff, pretending for the camera.

Byrd: And all of a sudden Em shook his head like, “Hey, man — I can’t let you get away with that. That shit you spit was written.”

MarvWon: He wasn’t supposed to rap against [me]. He had laryngitis or some shit. The director told him, you have to save your voice, so they cut his mic off. But he cut it back on. And, you know, he had a few choice words for me.

Eminem: I was told that the mics were going to be off when we were doing the montage scenes of Rabbit coming up through the ranks and we were supposed to pantomime. For some reason, some of the others’ mics were on and they started going at me in front of the crowd.

MarvWon: Everybody saw it as their time to shine. We weren’t necessarily gonna bow down to him. For some reason, it seemed like he took mine the most personal.

Miller: Somebody tried to roast Em! And he turned on his microphone and killed him!

Byrd: He went into an evisceration of this dude. The whole crowd was going, “Ohhh! Ohhhh! Ohhhhhhhhh!”

Strike: Em said, “How you gonna get up here with some shit you wrote in your no. 2 notebook?” Everybody after that was just like, “Why’d you get up here and do this?”

MarvWon: The competitor that he is, you know, he came back at me. [Pauses.] I think he had this shit already wrote for me, honestly.

Rosenberg: He, uh, he was quickly hushed.

Byrd: That was unplanned. For me, getting to see Eminem the battle rapper who I’d always heard about but I never got to watch — that was electric.

Strike: That was it. People was actually scared. I looked in the crowd, I see the rappers that would normally go up and battle — they was like, “I’m not doing that. Nah, I’m cool.”

MarvWon: I think I actually told him, “Yo, why you talking? You not supposed to talk! [Laughing.] Let me have this!”

Eminem: He was getting a reaction from the crowd and I felt like I had to respond. I guess that instinct never goes away.

V. The Writing

Silver: At the time, my career was over. I’d written and directed a movie called The Mod Squad, and it was an awful experience, and I couldn’t get a job anywhere. So I took my own life experience as a failure, and I used that. Every scene in the movie, everywhere [Rabbit] goes, someone reminds him of that failure when he chokes at the beginning. Which is sort of how I felt.

Fenelon: In the original script, in the rap battles throughout, it’d kind of describe what the gist of it was. And sometimes that was followed, and sometimes it was discarded by the rappers who were actually going to be doing the scene.

A sample page from Scott Silver’s script for 8 Mile.

Rosenberg: I wouldn’t think that any screenwriter in their right mind would try to pen freestyle battle lyrics. And nobody is gonna try to write raps for Eminem.

Silver: Obviously, there was no way that I was gonna be able to write rap lyrics for anybody, let alone for Em.

Eminem: I remember that the script always ended in a battle since the beginning. That’s what the whole movie was building toward. But how the battle actually went and what rhymes were used was pretty much open.

Strike: Paul wrote instructions for me to write my own rap. It was like, “Keep in mind that you going at Eminem! You going at the best rapper in the world right now!”

Fenelon: Everyone was encouraged to write their own words a little bit. Marshall was very instrumental in the lyrics.

Eminem: I only had to come up with some of the other rapper’s lines so that my replies would tie in. Someone would have to talk about what I’m wearing or whatever so that I could counter with such-and-such. It would make the rounds fit together better. But for the most part they wrote their own verses.

Strike: The first rap I did they actually made me change. It was crazy insane. So me and Em sat next to each other, he would go line by line on what I would say. And then he starts writing his rebuttal right then and there.

Eminem: Writing for the movie was very different because not only did I know who I was facing, but I knew the scenario and how Rabbit would have to come at people in each round. In a real battle tournament back then, I wouldn’t know who my opponents were. I’d just stack a few punch lines up and mostly freestyle about the guy in front of me.

Rosenberg: We brought in Craig G to help coach the other battlers and to help them refine and edit their raps — to get the right attack, the right potency, as well as to be concise enough.

Craig G: I remember it was still called The Untitled Detroit Project. They sent me the script and pretty much outlined where they needed rhymes. I wrote the lyrics and faxed them over. Then I got a two-way from Paul, like, “Come to Detroit, we need you to coach some of the actors.” I’m like, bet. But the thing was, I’d lost my ID the night before. So I just jumped on a bus from New York to Cleveland to Detroit.

Fenelon: We rehearsed. We got together over the weekends before we actually started shooting the scenes, to fine-tune it. [The soundstage] was still in the process of being constructed. They’d build Monday through Friday, and we’d come in on Saturday or Sunday. Everybody gave up one of their free days to come over and do rehearsal.

Craig G: They had them come meet me at the hotel, they showed me their rhymes that they changed or whatever. Anthony Mackie, I just thought he was kind of flat. I pulled him to the side and I told him he sucked. I just told him he sucked. My purpose was to make him mad. And then when he got mad, he knocked it out.

Mackie: I’m supposed to play a rapper, and there were all these real rappers on set. So I was like, “I have to beef my machismo up; I can’t let these dudes pump me.” Because people were saying this crazy stuff — “You don’t deserve to be in this movie, you ain’t real.” And I was like, “I’m real! Grrrrrrrrr!”3

Rosenberg: Marshall treated the filming of the battle scene like it was real battle. He didn’t want anyone to know what he was gonna say.

Fenelon: There was a real desire to have these battle sequences feel real. And if they were over-rehearsed, or if people knew too much about what the other person was gonna say, it would affect the immediacy of the reactions. At the end of the day, we shot them many times. It was gonna be impossible to have them be truly live. But Marshall didn’t wanna give up what he was doing.

Strike: I didn’t know anything he was gonna say. It caught me all by surprise. For the most part, it was a real battle, and it was set up that way.

VI. The Battles

Rosenberg: We whittled it down based on what was available — a lot of records weren’t cleared properly, so there were sample issues. But I knew what Marshall’s favorite battle rap beats were. That was stuff people actually used to freestyle over in ’95. Rappers today don’t even really battle. It’s all a cappella. Back then you would lose if you went a cappella.

Strike: I was punch-lining, punch-lining, punch-lining him to death — “Elvis will start turning in his grave”?! Split lickety — that shit was so weak to me. But when he walked away with his pants down — that was everything. I didn’t know he was gonna do that, and that’s why that’s the expression on my face in the movie. I gave him the look like, “You asshole!”

Miller: Some of those reactions were from the first take because that’s the first time everybody in the building heard it. And he nailed it.

Jones: Even if you had heard it before, the bars were so complex that you were reacting every time you heard it.

Craig G: There was some restlessness going on. But as soon as they yelled action, people were right there. Detroit really showed up for that.

Fenelon: The emotion of the room was extraordinary. These kids were in there for two weeks! And they had to get excited every time. But it really was genuinely exciting every time.

Jones: Mekhi was hilarious as the MC. All that stuff is improv that he does. He’s up there making jokes nonstop, about everyone, keeping the crowd hype. He was such a professional.

Mekhi Phifer: A lot of that stuff was off-the-cuff improv. You know, you can’t script the kind of stuff I say in this film.4

Malone: The style that Eminem had, it was kind of born from that battle-rapping experience in Detroit. In order to get the crowd on your side, the best thing to do was to make a smart remark, or a joke. Make everybody laugh at the other guy.

Strike: Nobody knew what he was gonna say. When he got Lotto — “Tank top screaming, ‘Lotto, I don’t fit you!’” Listen, man, at that point right there, I was like, “Yo, don’t nobody fuck with the white kid. This is fucking phenomenal. Leave him the fuck alone. You not on his level. You not on his level.”

Jones: I think Em kind of came up with a lot of his stuff last-second. Lotto was wearing the tank top, so he picks on him about the tank top. He didn’t know what he’d be wearing.

Strike: Thank God I wasn’t Lotto — I go on record saying that. I told Em, “Yo, thank God you didn’t do me like Lotto.” There’s no coming back there.

Rosenberg: There’s a little scene where Marshall’s about to go in his last round and we see Brittany Murphy in the crowd, in this red dress like she’s going to the prom. And it always bothered me. I just never thought her character would show up to that battle, and she wouldn’t show up dressed like that. That was kind of like, “Wait a minute — this is a movie moment. Should we do something about this?”

Miller: On the final song nobody knew what he was gonna say. All the previous three months, he would say he didn’t know if he was gonna have it. He was really wracking the brain. We’d be like, “Whatever, you the king of the ludicrous lucrative lyrics, you be aiight!”

Silver: Just as an aside — [Dr.] Dre was a producer on the movie, and I had to pitch him, too. I was fucking terrified: I mean, who the fuck am I to pitch a hip-hop movie to Dr. Dre? I made it through. I was scared shitless. And Dre said to me, “What a movie about Eminem needs is six fucked-up scenes.” I was like, “What?” He’s like, “Six fucked-up scenes.” I’m not sure there were enough fucked-up scenes in the movie for Dr. Dre.

Rosenberg: Marshall spent a lot of time educating Curtis about what goes on in battles and what kind of things people use to take down their opponents. At some point, they must have discussed the idea of what about, instead of just firing shots across the bow of the other person, you fire shots at yourself and you take away all of the weapons that somebody might have.

Fenelon: It was all about the power of the word for Curtis. His father was an English teacher, he was raised around poetry. He saw it as a mastery and respect for the power of the word. Marshall was using it as a weapon. But it’s an artful weapon.

Silver: The challenge with any sports movie is, what’s that last competition gonna be? How are you gonna win? It can’t just be about, “Hey, I’m doing it better than him.” I wanted to do something different. That was one of those rare moments of inspiration: How about Cheddar Bob, this really dumb character, tells him exactly what the guy is gonna say?

Eminem: I don’t know if Papa Doc was always going to end up speechless. But it worked. I had to leave him how he left Rabbit earlier in the movie. And I think the plan was always at the end for me to start dissing myself. Because that’s what I actually did in battles to try and take people’s ammo away.

Silver: A success story, that just wasn’t interesting to me. I wanted it to be about a guy not trying to make it, but just trying to figure it out. Trying to define himself. You gotta get to that moment in the end: “Fuck you, you don’t define me. This is who I am.” And I like that, at the end, he goes back to work. You know?

Fenelon: We tried to shoot the movie as much as possible in [chronological] order. We wanted [Eminem] to go through the emotional arc in order. It was not a movie about his life, but he felt connected to it. And I think all of the actors felt the same way — that the whole movie was leading up to this moment.

VI. The End

Byrd: Those battle scenes: Man, you could feel that Detroit really, really loved those scenes. And I don’t care how many times I see it — I always remember how exciting that was.

Phifer: When I really knew was in the battle scenes; the crowd, the extras, they made those battle scenes. The rhymes were dope, but the extras were … They made it hype. Being up there hosting and feeling that energy, it just felt … special. Even our energy in the scenes, it felt like something I hadn’t done before. It didn’t feel actor-y. It just felt like we were “being.”5

Miller: That movie is permanently etched in my mind. I feel like I could get Alzheimer’s and still remember this experience. That movie changed my life.

Jones: It’s weird: Middle America was able to understand rap more than they ever had before. It was like Rocky or something.

Rosenberg: I remember some of the people at Paramount telling me, “You know, this is really something special here. Whenever he’s on the screen, you can’t take your eyes off him.” I’m thinking, OK, they really mean this, or they blowing smoke up my ass? Once I saw the battle scenes assembled, I knew.

Jones: It’s funny, some of the best times of my life was in the middle of winter in Detroit.

Fenelon: I thought it was one of the most magical moments I’ve ever been a part of.

Silver: I can remember sitting there and watching that last scene like, “Oh, this is unbelievable. This works better than anything I could have dreamed of.” That rap was so much better than anything that I wrote. It’s not even a freestyle rap; it’s like, he sings a song. It’s like a musical. That was a really great decision that Curtis and Em made. And it’s always helpful when the best scene in the movie happens at the end.

Malone: The tongue-twister style was popular when [Eminem] was first rapping. And I remember the first time I heard him battle, I couldn’t even barely hear what he was saying. I’m thinking, This guy is good — he just gotta slow down! He ended up just getting booed off the stage. [Laughing.] He changed his style later.

Illustration by Gluekit.

Unfortunately, Curtis Hanson was not available for interviews because of recent medical complications.

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